The Orion vehicle will be required to perform rendezvous, proximity operations, and docking with the International Space Station (ISS) and the Earth Departure Stage (EDS)/Lunar Landing Vehicle (LLV) stack in Low Earth Orbit (LEO) as well as with the Lunar Landing Vehicle in Low Lunar Orbit (LLO). The RPOD system, which consists of sensors, actuators, and software is being designed to be flexible and robust enough to perform RPOD with different vehicles in different environments. This paper will describe the design and the analysis which has been performed to date to allow the vehicle to perform its mission. Since the RPOD design touches on many areas such as sensors selection and placement, trajectory design, navigation performance, and effector performance, it is inherently a systems design problem. This paper will address each of these issues in order to demonstrate how the Orion RPOD has been designed to accommodate and meet all the requirements levied on the system.